UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of
the Securities Exchange Act of 1934
Date of Report |
|
(Date of earliest event reported): |
February 15, 2005 |
Johnson Outdoors Inc.
|
(Exact name of registrant as specified in its charter) |
Wisconsin
|
0-16255
|
39-1536083
|
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
|
Identification No.) |
|
555 Main Street, Racine, Wisconsin 53403
|
(Address of principal executive offices, including zip code) |
(262) 631-6600
|
(Registrant's telephone number, including area code) |
Not Applicable
|
(Former name or former address, if changed since last report) |
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[X] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 1.01. Entry into a
Material Definitive Agreement.
As
previously reported, Johnson Outdoors Inc. (Johnson Outdoors) is a party to
that certain Agreement and Plan of Merger (the Merger Agreement), dated as of
October 28, 2004, with JO Acquisition Corp., pursuant to which (subject to shareholder
approval and the satisfaction of other conditions precedent) public shareholders of
Johnson Outdoors would receive $20.10 per share in cash, and the members of the Johnson
family would acquire 100% ownership of Johnson Outdoors. A copy of the Agreement and Plan
of Merger as previously filed is incorporated by reference into this Item 1.01.
The
Merger Agreement provides that options to purchase Johnson Outdoors common stock held by Helen
P. Johnson-Leipold and the estate of Samuel C. Johnson will be converted at the effective
time of the merger into options to acquire an equivalent amount of shares of common stock
of Johnson Outdoors, as the surviving corporation in the merger, pursuant to the terms of
a conversion agreement to be entered into by, and in a form acceptable to, JO Acquisition
Corp., Johnson Outdoors, Ms. Johnson-Leipold and the estate of Samuel C. Johnson. Attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K is a form of consent to be
executed by Ms. Johnson-Leipold and the estate of Samuel C. Johnson to consent to the
treatment of their stock options described above. This form of consent is incorporated by
reference into this Item 1.01.
With
respect to options to purchase Johnson Outdoors common stock held by all other persons, including
stock options held by Johnson Outdoors directors and executive officers (other than
Ms. Johnson-Leipold), the holders thereof will be entitled to receive as promptly as
practicable after the effective time of the merger an amount in cash equal to (1) the
excess, if any, of (x) the per share merger consideration of $20.10 over (y) the
applicable exercise price per share of Johnson Outdoors common stock subject to such
Johnson Outdoors stock option, multiplied by (2) the number of shares of Johnson Outdoors
common stock subject to such Johnson Outdoors stock option (and for which such Johnson
Outdoors stock option shall not theretofore have been exercised). Attached hereto as
Exhibit 99.2 to this Current Report on Form 8-K is a form of consent to be executed by
each option holder (other than Ms. Johnson-Leipold and the estate of Samuel C. Johnson) to
consent to the treatment of their stock options described above. This form of consent is
incorporated by reference into this Item 1.01.
Proxy
Information
Johnson
Outdoors is filing a definitive proxy statement and other documents regarding the proposed
merger with the U.S. Securities and Exchange Commission (SEC). The definitive
proxy statement is being sent to shareholders of Johnson Outdoors seeking their approval
of the Merger Agreement at a special meeting of shareholders. Shareholders are urged to
read the definitive proxy statement and any other relevant document, because they contain
important information about Johnson Outdoors, the proposed merger and related matters.
Shareholders may obtain a free copy of the definitive proxy statement and other documents
filed by Johnson Outdoors with the SEC at the SECs web site at www.sec.gov. The
definitive proxy statement and other related SEC documents may also be obtained free of
charge by calling Innisfree M&A Incorporated, Johnson Outdoors proxy solicitor
for the special meeting, toll-free at (877) 825-8964.
In
addition to Johnson Outdoors, the companys directors and executive officers may be
deemed to be participants in the solicitation from Johnson Outdoors shareholders of
proxies in favor of approval of the Merger Agreement. Such participants may have interests
in the merger, including as a result of holding shares of Johnson Outdoors common stock or
derivative securities, such as stock options, the value of which is related to the price
of Johnson Outdoors common stock. Information regarding the participants and their
interests is contained in the definitive proxy statement.
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Item 9.01. Financial
Statements and Exhibits.
|
(a) |
Financial
Statements of Business Acquired. |
|
(b) |
Pro
Forma Financial Information. |
|
(c) |
Exhibits.
The following exhibit is being furnished herewith: |
|
2 |
Agreement
and Plan of Merger, dated October 28, 2004, by and between JO Acquisition Corp.
and Johnson Outdoors Inc. (filed as Exhibit 2 to the
Company's Form 8-K, dated October 28, 2004, and incorporated
herein by reference). |
|
99.1 |
Form
of Option Holder Consent Respecting Options Held by Helen P. Johnson-Leipold and
Estate of Samuel C. Johnson. |
|
99.2 |
Form
of Option Holder Consent Respecting Options Held by Option Holders Other than Helen P.
Johnson-Leipold and Estate of Samuel C. Johnson. |
-2-
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
JOHNSON OUTDOORS INC. |
Date: February 15, 2005 |
By: /s/ Alisa Swire |
|
|
Its: Vice President, Business Development and Legal Affairs |
JOHNSON OUTDOORS INC.
Exhibit Index to
Current Report on Form 8-K
Exhibit
Number
2 |
Agreement
and Plan of Merger, dated October 28, 2004, by and between JO Acquisition Corp. and
Johnson Outdoors Inc. (filed as Exhibit 2 to the Company's Form 8-K, dated
October 28, 2004, and incorporated herein by reference). |
99.1 |
Form
of Option Holder Consent Respecting Options Held by Helen P. Johnson-Leipold and Estate of
Samuel C. Johnson. |
99.2 |
Form
of Option Holder Consent Respecting Options Held by Option Holders Other than Helen P.
Johnson-Leipold and Estate of Samuel C. Johnson. |
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